TRAVEL IN TYPE a CREDENTIAL ANY PREPASS STATE Intrastate / Interstate Vehicle Registration Card(s) b. CA Intrastate California Motor Carrier Permit c

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1 How To Apply For PrePass STEP 1: Complete the enclosed Account Application. Please print legibly and fill out all fields. STEP 2: Based on the states your vehicles travel in, attach copies of the following operating credentials: TRAVEL IN TYPE a CREDENTIAL ANY PREPASS STATE Vehicle Registration Card(s) b Interstate IFTA License(s) c CA Intrastate California Motor Carrier Permit c CO Intrastate Insurance Card (For Each Vehicle) Longer Vehicle Combination (LVC) Permit c LVC Overweight Permit (For Each Vehicle) c, d KS Kansas Combined Permit c KY Kentucky Intrastate Tax (KIT) License Kentucky Highway Use (KYU) License e OH Alliance Hazmat Program Permit c UT Divisible Overweight Permit c WV Intrastate West Virginia PSC Operating Authority c Alliance Hazmat Program Permit c a. Intrastate carriers travel in only one state. Interstate carriers are registered to travel in two or more states. b. For interstate vehicles registered under the same International Registration Plan (IRP) account, you may submit a single sample registration card along with a truck list that includes all of the fields from the Vehicle Information section. A separate registration card must be provided for each IRP account and for any intrastate vehicles. c. Submit if applicable to your carrier type. Will affect your eligibility to bypass at relevant sites if not provided. d. You must also provide your carrier s Colorado LVC permit if submitting Colorado overweight vehicle permits. e. KYU License required for vehicles with registered gross vehicle weight of 60,000 lbs. or greater. STEP 3: If applying for PrePass Plus or Tolls Only service, refer to the included Vehicle Reference Chart. Write the Vehicle Reference Number (VRN) on the copy of each vehicle s registration card or provide a truck list that indicates the VRN for each vehicle. STEP 4: If applying for PrePass Ag service, an authorized representative of your company must complete the enclosed PrePass Ag Application. Mail the completed form to the address specified. STEP 5: Submit your paperwork via one of the methods listed at the top of your Account Application. For questions, call PrePass ( ), Sales@PrePass.com or visit SPECIAL NOTES PrePass Service Enrollment and participation in PrePass is dependent upon validation of your carrier safety ratings and operating credentials by PrePass member states. For more information about PrePass safety criteria, please visit Interstate carriers must have paid their current Unified Carrier Registration (UCR) fees in order to bypass in participating states. Vehicles that travel in New Mexico must have a valid New Mexico Weight Distance Tax (WDT) account to be eligible to bypass in that state. No UCR or NM WDT credentials need to be submitted with your application; registration will be validated electronically. You may enroll using transponders previously issued by PrePass for your carrier s inventory, or with compatible transponders issued by another party. Transponders will be shipped for your vehicles unless you provide the transponder serial numbers and vehicle assignments at the time of enrollment. State Vehicle-Type Restrictions Arkansas: Vehicles with a Gross Vehicle Weight (GVW) of 26,000 lbs. or less are not eligible to bypass. California: Only commercial motor vehicles listed in CVC are eligible to bypass. These include: Truck tractors; Motor trucks with three or more axles; A vehicle towing a vehicle, such as a trailer or semi-trailer, with a GVW of more than 10,000 pounds; A combination of a motor truck and a vehicle(s), such as a trailer or semi-trailer, that exceeds 40 feet in length when coupled together; Two-axle interstate vehicles with a gross vehicle weight of 10,001 lbs. or more which are part of an interstate fleet and subject to Federal Motor Carrier Safety Regulations; Two-axle interstate vehicles with a gross vehicle weight less than 10,001 lbs. with a DOT number associated with an interstate carrier that also has motor trucks with 3 or more axles or truck tractors enrolled. PrePass Ag Service To enroll in PrePass Ag, you must also be enrolled in PrePass, PrePass Plus or Tolls Only service. The original PrePass Ag Application must be mailed to: PrePass Ag, 510 Parkland Drive, Sandy, UT, Service will be added to your account once approved by the State of Florida. PrePass Plus / Tolls Only Services To enroll in PrePass Plus or Tolls Only, you must be adding five or more vehicles to your account. As specified in the PrePass License Agreement, customers whose anticipated monthly toll charges exceed a prescribed amount may be required to obtain a surety bond. 05/15

2 ACCOUNT APPLICATION Submit this form by one of the following methods, along with copies of your operating credentials Mail: 101 N 1st Ave Ste. 2200, Phoenix, AZ Sales@PrePass.com APPLICANT Account Name: Application Type: New Account Existing Account # Company Leased To or DBA Name: USDOT Number: CA Number: BILLING Billing Contact: Phone: Office Mobile Home Other Address: City: State: ZIP: SHIPPING Shipping Contact: Phone: Office Mobile Home Other Address: City: State: ZIP: LICENSES & PERMITS L&P Contact: Phone: Office Mobile Home Other Address: City: State: ZIP: SERVICES Services Applying For: PrePass PrePass Plus Tolls Only PrePass Ag HAZARDOUS CARGO Hazardous Loads Hauled By Your Vehicles: (Choose All That Apply) Hazardous Cargo Frequency: (Choose One) Hazardous Materials Hazardous Waste Fuel Tankers None Dedicated Occasional No Hazardous Cargo AGREEMENT By signing below, I certify that I have read and understood the information on all pages of this application and the PrePass License Agreement, and indicate my authority and consent to bind the applicant in whose name this application is made to these terms. I attest that the included operating credentials and the information provided on all pages of this application are valid and accurate to the best of my knowledge. Signature: Title: Date: HOW DID YOU HEAR ABOUT PREPASS? Word Of Mouth Direct Mail Internet Magazine Ad Sales Representative Name: Radio Ad State Trucking Assn. Trade Show E-ZPass OOIDA Member Number: PrePass Customer Referral Account #: Other: Customer Name: PROMO CODE: Rev. 05/15

3 VEHICLE INFORMATION Provide the following information for the vehicles being enrolled, along with copies of their operating credentials. If enrolling more than five vehicles, please supply a truck list that includes all these fields. I want HELP-owned devices provided at no cost I want to purchase devices for the vehicles that are being enrolled. a CONTACT Account Name (From Account Application): USDOT Number: CA Number: Contact Name: Phone: VEHICLE #1 VEHICLE #2 VEHICLE #3 VEHICLE #4 VEHICLE #5 a Price per device is $65.00 (plus applicable taxes); shipping is available to US addresses only. Purchased devices are carrier-owned and may be enrolled in other pre-clearance systems. HELP data privacy policy does not apply to devices enrolled in systems other than PrePass. b Apportioned interstate vehicles will have an International Registration Plan (IRP) Account Number listed on their registration cab card. c Provide a Transponder Number if the vehicle has a PrePass or PrePass-compatible device that is already installed; this is a 9-12 digit serial number found beneath the barcode on the device. If a transponder number is not provided upon enrollment, a PrePass transponder will be shipped. d Year, Make, and Vehicle Reference Number (VRN) are required only if enrolling in PrePass Plus or Tolls Only service. Refer to Vehicle Reference Chart for VRN. Rev. 05/15

4 VEHICLE REFERENCE CHART If applying for PrePass Plus or Tolls Only, use this chart to determine the Vehicle Reference Number (VRN) for each vehicle. To avoid unnecessary charges, the type selected should be the most common configuration for the vehicle. STRAIGHT TRUCKS VRN TRACTOR-TRAILER COMBINATIONS VRN 2 axles, 4 tires (up to 7,000 lbs.) axles, trailer less than or equal to 48' axles, 4 tires (over 7,000 lbs.) axles, trailer less than or equal to 48' axles, 6 tires (up to 7,000 lbs.) axles, trailer less than or equal to 48' axles, 6 tires (over 7,000 lbs.) axles, trailer less than or equal to 48' axles, 6 tires (up to 7,000 lbs.) axles, trailer less than or equal to 48' axles, 6 tires (over 7,000 lbs.) axles, trailer over 48' but less than or equal to axles, 8 or 10 tires (up to 7,000 lbs.) axles, trailer over 48' but less than or equal to axles, 8 or 10 tires (over 7,000 lbs.) axles, trailer over 48' but less than or equal to axles, 8 tires (up to 7,000 lbs.) axles, trailer over 48' but less than or equal to axles, 8 tires (over 7,000 lbs.) axles, trailer over 48' but less than or equal to axles, 10 or more tires (up to 7,000 lbs.) axles, 10 or more tires (over 7,000 lbs.) axles, 10 tires (up to 7,000 lbs.) axles, 10 tires (over 7,000 lbs.) 534 TANDEM TRACTOR-TRAILER COMBINATIONS* 5 axles, 12 or more tires (up to 7,000 lbs.) axles, 2 trailers ea. (less than or equal to 28 1/2') axles, 12 or more tires (over 7,000 lbs.) axles, 2 trailers ea. (less than or equal to 28 1/2') axles, 12 tires (up to 7,000 lbs.) axles, 2 trailers ea. (less than or equal to 28 1/2') axles, 12 tires (over 7,000 lbs.) axles, 2 trailers ea. (less than or equal to 28 1/2') axles, 14 or more tires (up to 7,000 lbs.) axles, 2 trailers ea. (less than or equal to 28 1/2') axles, 14 or more tires (over 7,000 lbs.) axles, 2 trailers ea. (less than or equal to 28 1/2') axles, 14 tires (up to 7,000 lbs.) axles, 2 trailers ea. (over 28 1/2') axles, 14 tires (over 7,000 lbs.) axles, 2 trailers ea. (over 28 1/2') axles, 16 or more tires (up to 7,000 lbs.) axles, 2 trailers ea. (over 28 1/2') axles, 16 or more tires (over 7,000 lbs.) axles, 2 trailers ea. (over 28 1/2') 931 AUTO TRANSPORTERS* VRN VRN 9 axles, 2 trailers ea. (over 28 1/2') axles, 2 trailers ea. (over 28 1/2') axles, 1 trailer ea. (less than or equal to 28 1/2') axles, 1 trailer ea. (less than or equal to 28 1/2') axles (under 65') axles, 1 trailer ea. (less than or equal to 28 1/2') axles (under 65') axles, 1 trailer ea. (less than or equal to 28 1/2') axles (under 65') axles, 1 trailer ea. (less than or equal to 28 1/2') axles (under 65') axles, 1 trailer ea. (less than or equal to 28 1/2') axles (under 65') axles (over 65') axles (over 65') axles (over 65') 667 TRACTOR/MOBILE HOME COMBINATIONS 7 axles (over 65') axles 1103 * THESE VEHICLE TYPES ARE CLASSIFIED AS HAVING DUAL REAR WHEELS AND A GROSS VEHICLE WEIGHT (GVW) GREATER THAN 7,000 LBS. VRN 4 axles axles axles axles axles axles axles 1131

5 Company Name: PREPASS AG APPLICATION FLORIDA AGRICULTURAL AND ELECTRONIC BILL OF LADING PRE-CLEARANCE PROGRAM FLORIDA DEPARTMENT OF AGRICULTURE AND CONSUMER SERVICES OFFICE OF AGRICULTURAL LAW ENFORCEMENT To apply for PrePass Ag, complete this form and mail the original to the address below. PrePass Ag, 510 Parkland Drive, Sandy, UT, APPLICANT INFORMATION USDOT No: Mailing Address: City: State: ZIP: Physical Address: City: State: ZIP: Contact Name: BILL OF LADING CONTACT Title: Phone: Office Mobile Home Other TERMS AND CONDITIONS The applicant trucking concern or truck line, hereby requests enrollment from the Florida Department of Agriculture and Consumer Services and the Florida Department of Revenue in the Florida Agricultural and Electronic Bill of Lading Pre-clearance Program. Applicant shall attach to this application a listing of the tractor tag number and state of issue for each truck being enrolled in the Florida Agricultural and Electronic Bill of Lading Pre-clearance Program. Applicant hereby agrees to abide by all of the following stipulations, provided approval is granted to participate in the Florida Agricultural and Electronic Bill of Lading Pre-clearance Program: (1) Applicant agrees to provide direct to the Florida Department of Revenue, all Florida destination bills of lading in an approved electronic format. This includes bills of lading for shipments that originated outside Florida that are delivered to a final destination in Florida. These electronic bills of lading must be submitted on a calendar quarter basis, unless an alternative reporting cycle is approved in writing by the Florida Department of Revenue. This data must be received by the Florida Department of Revenue within 30 days after the end of each quarter. After an applicant is approved for participation in the Florida Agricultural and Electronic Bill of Lading Pre-clearance Program, the applicant should begin sending the required electronic data when so notified by the Florida Department of Revenue. (2) Applicant shall be a recognized trucking concern or truck line engaged primarily in the transportation of commodities other than commodities over which the Florida Department of Agriculture and Consumer Services (FDACS) exercises regulatory authority. Applications received from trucking concerns and truck lines that routinely or regularly transport agricultural, horticultural, aquaculture, livestock or other commodities over which FDACS exercises regulatory authority will be denied. (3) Applicant understands that enrollment in the Florida Agricultural and Electronic Bill of Lading Pre-clearance Program does not preclude any FDACS representative from inspecting the cargo, or absence thereof, regular manifest and/or other bills of lading of all vehicles at all Florida terminals or drop sites any time, as provided by Florida Statutes. (4) Applicant agrees that each and every truck shipment which contains or includes agricultural, horticultural, aquaculture, livestock or other commodities over which FDACS exercises regulatory authority will voluntarily stop at all agricultural inspection stations and declare such commodities even when enrolled in the Florida Agricultural and Electronic Bill of Lading Pre-clearance Program. (5) Applicant understands that all vehicles enrolled in the Florida Agricultural and Electronic Bill of Lading Pre-Clearance Program approaching a specified agricultural inspection station may be randomly selected and routed into the inspection station for visual inspection of the cargo, regular manifest and/or other billing, as part of the FDACS random compliance check. (6) Applicant agrees to comply with all applicable Florida statutes and administrative rules. (7) Applicant understands that the privilege of participating in the Florida Agricultural and Electronic Bill of Lading Pre-clearance Program may be revoked or cancelled for failure to comply with any of the above mentioned stipulations. AGREEMENT This application must be signed by an officer, director, partner or owner of the trucking concern or truck line Signature: Title: Date: Print Name: Phone: Office Mobile Home Other THIS SPACE RESERVED FOR USE BY THE FDACS OFFICE OF AGRICULTURAL LAW ENFORCEMENT Application Decision: Effective Date: Signature: Approved Denied Application Decision: Approved THIS SPACE RESERVED FOR USE BY THE FLORIDA DEPARTMENT OF REVENUE Effective Date: Signature: Denied DACS Rev. 05/15

6 PrePass License Agreement Effective 6/01/13 1. PREPASS SUITE OF SERVICES: PrePass refers to the suite of services offered by HELP, Inc., including but not limited to, PrePass, PrePass Plus, PrePass Gates, PrePass AG, and/or PrePass elogs. 2. GENERAL: This PrePass License Agreement (this Agreement ) with Heavy Vehicle Electronic License Plate, Inc. ( HELP ) authorizes approved motor carriers ( Customers ) to participate in the PrePass programs offered at open weigh stations, ports- of- entry, agricultural interdiction facilities, terminal yards, parking areas and/or toll facilities. Transponders bearing the PrePass logo are assets of HELP, loaned to customers for use according to the following Terms and Conditions and should not be enrolled in non- PrePass systems. 3. EFFECTIVE DATE: This Agreement is effective, and PrePass participation will be authorized, following receipt by HELP of all required application information and validation by HELP that Customer meets all eligibility criteria for at least one of the above listed programs. Once Customer is eligible, use of the HELP- issued transponder constitutes acceptance of this Agreement. 4. CUSTOMER AGREES: a. To comply with all PrePass services eligibility criteria established by states and/or toll authorities in which Customer seeks to operate with PrePass and provide timely updates to DOT information, license plate and vehicle information as well as other pertinent information, when and if these change. b. To authorize HELP to acquire and periodically reconfirm information from government agencies, leasing companies, and/or third party credential processors concerning registration, permits, licenses, inspections, taxes and any other credentials required to validate carrier eligibility for the PrePass program. Such government agencies and other entities are authorized to release without restriction or liability all such information to HELP. c. To mount and use HELP- issued transponders in accordance with instructions provided by HELP and to install and use HELP transponders only on the specific vehicles designated on the PrePass application or account records. d. That Customer's company, employees, mechanics, drivers and agents will protect HELP transponders, and will not allow anyone to open, x- ray, disassemble, decompile, modify, repair, reverse engineer or tamper with a HELP transponder. Customer agrees to protect the transponders in the same way you would treat expensive electronic systems that you own, using a reasonable degree of care. Transponders that are returned damaged, defaced and/or written on will be assessed a $ non- refundable fee per transponder. e. If authorized by HELP to use transponders not owned by HELP (Third Party Transponders) to access the PrePass system, Customer agrees to mount and use such transponders in accordance with instructions provided by HELP and to install and use such transponders only on the specific vehicles designated on the PrePass application or account records. f. To provide, as requested, proof of ownership and appropriate manufacturer serial number and transponder type for any Third Party Transponder(s) that Customer wishes to use within the PrePass system. g. To use the lanes designated for PrePass users when approaching a PrePass open weigh station or port- of- entry, agricultural interdiction facility, terminal yard, parking area and/or toll facility. h. To obey all applicable state laws and regulations governing eligibility for bypass at PrePass sites, including PrePass criteria regarding vehicle configuration, content and weight. The approved transponder(s) will be signaled to authorize a bypass by an audible beep and green light, approximately one mile in advance of the participating PrePass weigh station, inspection facility or port- of- entry. Absent this bypass authorization, or upon receipt of a red "pull- in" signal, Customer agrees to enter or stop at the facility and follow the agents' instructions. i. To pay such service charges as established by HELP for each vehicle enrolled and toll charges as assessed by the toll agencies and any service fee associated with transponders. j. To pay all invoices including PrePass fees and incurred toll charges upon receipt. Any balance outstanding over 21 days is delinquent and can result in suspension by HELP of bypass and/or toll privileges, and, to the extent permitted by applicable law, is subject to a late fee of the greater of $10.00 or 1 percent per month and will incur the loss of any toll discounts. After two delinquencies, HELP may require customer to establish electronic means of payment to remain on the program. k. To review your PrePass invoice promptly and notify the PrePass Service Center if you have any questions regarding your charges, vehicle assignment and/or transponders on the month end invoice specifically. If HELP is not notified in writing within 21 days of invoice date, all charges will be deemed to have been accepted by Customer. l. To pay a $25.00 charge for each payment your bank returns. m. To pay a $10.00 administrative fee if a refund is requested on an active account when the error was Customer- related. n. To pay a $5.00 check processing fee when physical checks are not mailed to the lockbox payment address. o. To be responsible for all transponders received from HELP, whether assigned to a Customer vehicle or retained in Customer inventory. Customer agrees to return HELP transponders that are not being used, assigned to vehicles that are sold, or otherwise removed from service within thirty (30) days of a sale or removal from service. Customer maintains responsibility for all PrePass transponders until received by HELP. p. That proof of delivery of returned transponders is required to avoid fees or to dispute fees associated with transponders not received by HELP. HELP will assess a $ fee per transponder for failure to return HELP transponders no longer assigned to vehicles enrolled in PrePass after 30 days in Customer inventory. HELP transponders must be returned within 90 days of being charged to be eligible for a return credit. Fusion transponders are not eligible for a return credit once charged. q. To notify PrePass immediately if any transponder is lost or stolen, or if the vehicle to which it was assigned is stolen. Toll Customers must be vigilant in this notification process if a HELP transponder is lost or stolen to avoid unnecessary future toll expense. Customer is responsible for all charges until written notification is received by the PrePass Customer Service Center. r. To report in a timely manner changes relevant to your PrePass account, including DOT operating authority, company name or ownership, mailing address, telephone number, vehicles enrolled in PrePass, license plate numbers, any and all change of credentials, applicable credit card numbers and expiration dates, checking account information, and other such information. s. To pay the assessed charge for each transponder permanently suspended from toll operations for continual violations or otherwise permanently deactivated from toll operations. t. To pay a $20.00 HELP- assessed violation fee on each toll violation incurred due to Customer- related issues. Customer agrees to immediately send Toll Violation Notices to PrePass to avoid additional charges and fees resulting from escalated Notices and to notify PrePass of all pertinent account changes in a timely manner. u. That if an account is placed with Collections, transponders are considered lost/stolen and are not eligible to be returned to PrePass for credit. Customers authorized to continue using Weigh Station services agree to pay a $25.00 reactivation fee per transponder, lose any price discounts offered and sign up for automatic payments. v. To pay a $2.00 fee for each bill reprint or each invoice to be resent. w. To pay excise taxes, foreign shipping charges and/or extraordinary charges as a result of transponder shipments or returns. x. Toll Customers not required to Bond agree to sign up for automatic payments. Missed and/or late payments may result in permanent removal from the Toll program. Toll Customers who are placed with Collections will not be eligible for Toll Service in the future. 5. HELP, INC. AGREES: a. To authorize Customer vehicles to bypass participating PrePass open weigh stations and ports- of- entry, agricultural interdiction facilities, terminal yards, parking areas and/or toll facilities subject to program eligibility requirements. b. To assess fees for each account based on the number of PrePass transponders assigned to vehicles or active during part of a month, and for all toll transponders, whether assigned or unassigned during the month, consistent with HELP s fee schedule. c. To process payments for current invoiced amounts to customers enrolled in automatic payment programs and at any time a balance is owed. d. To process all payments received for services provided. e. To provide an invoice monthly, bimonthly or at other intervals depending on type of service that will list all service fees and tolls if applicable, for each PrePass vehicle enrolled, record Customer payments, and specify the outstanding balance due as of the invoice date. Service Charges are for monthly service which is billed one month in arrears and deemed valid the month the account is closed/cancelled. f. To provide Customer Service 24 hours a day, 7 days a week at and account information by telephone during normal business hours at PREPASS ( ) Monday through Friday, 6AM to 7PM Mountain Time Zone. g. To replace at no charge to the Customer, any HELP transponder that fails. Customers that have lost, stolen or damaged HELP transponders will be assessed a fee of $ per transponder and a substitute transponder may be provided at no upfront charge to the Customer, if a replacement is requested. Customers must return all HELP transponders at Customer expense to avoid the $ transponder fee regardless if transponder is in working condition. h. Additional Billing and Reporting Services will be provided as agreed upon by PrePass and Customer and will be billed an hourly rate of $75.00, with a half- hour minimum. i. To report information about your account to credit bureaus. Late payments, missed payments, and/or other defaults on your account may be reflected in your credit report. 6. PROPERTY OF HELP: HELP- issued transponders are the property of HELP and Customer may use HELP transponders only for the PrePass programs, or other uses that have been authorized in writing by HELP. 7. NO BYPASS GUARANTEE: HELP does not guarantee that legally operating vehicles will always be allowed to bypass a participating facility. Five percent random pull- ins are a standard feature of PrePass (excluding toll facilities) and each site has the option to require all vehicles to pull- in for special enforcement efforts. HELP is not and cannot be responsible for the actions of any law enforcement agency. 8. CANCELLATION: Customer may cancel PrePass program participation by informing HELP in writing and returning all transponders owned by HELP. A fee in the amount of $ per transponder will be assessed for each transponder not returned within 30 days of notice to cancel program participation. HELP may suspend or cancel carrier participation in PrePass if a Customer fails to continue to meet program eligibility requirements, fulfill outstanding financial obligations to HELP, or for other business reasons. HELP will notify Customer of any suspension or termination. Upon closing account, HELP will not refund amounts less than $25.00 unless requested by Customer, and not if the account has been placed with Collections. 9. LIMITED WARRANTY: HELP warrants that the PrePass supplied transponders are in working order and will perform substantially as described, provided that the transponders are installed and used as instructed. The PrePass supplied transponders are provided without any other warranty. There are no warranties which extend beyond the description on the face hereof. ALL OF HELP s WARRANTIES ARE EXPRESSLY SET FORTH IN THIS PARAGRAPH 9 AND ARE IN LIEU OF ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE AND ARE IN LIEU OF ALL OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED IN FACT OR BY LAW. 10. RELEASE & INDEMNITY: Customer hereby releases HELP from all loss, damage or injury whatsoever, known or unknown, arising out of or in any manner connected with the use or performance of any transponder. In no event will HELP, its agents, employees, contractors, or subcontractors be liable to the Customer or anyone else for damages of any nature, including lost profits, lost savings, lost revenue, incurred toll charges or other special, incidental, punitive, indirect or consequential damages arising out of the use of or the inability to use the PrePass transponders, however caused. In no event is HELP or other parties liable for costs of procurement of substitute products or services. 11. PATENT AND COPYRIGHT INFRINGEMENT: HELP will assume responsibility and costs to defend Customer against any action based on a third party patent or copyright infringement claim arising out of Customer's authorized use of HELP- issued transponders. Customer promises to cooperate fully with HELP by providing immediate notice of any such claim, and providing all information, assistance and authorizations required by HELP. If HELP requires Customer assistance in such activity, it will be provided at HELP's cost, but only to the extent HELP has specifically requested such assistance in writing and authorized the expenditures in question. HELP shall have sole discretion and authority to settle the claim, replace the alleged infringing product with a suitable product or take back such products. Customer is not authorized to litigate or settle any claim on behalf of HELP. 12. MISCELLANEOUS: a. Law and Venue. The Laws of the state of Arizona will govern interpretation of this Agreement. b. Assignment. This Agreement may not be assigned. c. Severability. If any of the provisions of this Agreement are held invalid or unenforceable, the remainder of the Agreement shall remain in effect and shall be enforceable as if not containing the invalid or unenforceable clause. d. Notices. Notices to Customers will be sent to the Customer billing address of record with HELP. 13. CHANGES TO AGREEMENT: HELP may change this Agreement by written or electronic notification. Customer will be deemed to have received and approved a notification modifying the Agreement twenty (20) days after its mailing via the U. S. Postal Service or electronically to Customer billing or address of record with HELP. Customer agrees to the new terms by using the PrePass system after the twenty- day notification has expired. If Customer does not consent to the modified Agreement, Customer must cancel his or her account in writing, pay outstanding balance, and return all HELP- issued transponders. Terms and Conditions printed on purchase orders or checks are not effective to amend, modify or supersede this Agreement. 14. ENTIRE AGREEMENT: This Agreement constitutes the entire understanding of the parties concerning the subject matter, superseding all prior written or oral understandings (including predecessors). 15. DATA PRIVACY: It is the policy of HELP to preserve bypass transaction data and all carrier business information with the utmost confidence. Vehicle- specific transaction data is used only for the purpose of managing PrePass bypass events. Such data is not publicly disclosed and is not permanently retained. 16. DRIVER INFORMATION GUIDE: All PrePass Customers agree to operate in accordance with the criteria outlined in the PrePass Driver Information Guide and Bypass Restrictions. 17. BONDING: a. New and existing Customers using the PrePass Plus or Tolls Only Service options will be required to obtain a bond if they meet a minimum monthly tolls threshold. This Surety Bond (Bond) will be in the form and amount prescribed by PrePass and will be addressed on an annual basis or as needed. b. HELP will, at the discretion of management, pay for the required Bond if the Customer is in good financial standing and the cost of the Bond is within reasonable standards as determined by HELP. c. HELP will require Customers that do not meet the minimum bonding requirement to obtain a Bond meeting HELP s requirements if Customer pays late two times during an Eighteen (18) month period. The cost of procuring this Bond shall be the sole responsibility of the Customer. Once PrePass has requested this, the Bond must be obtained within 30 days. 18. COMMUNICATIONS: To ensure timely attention to Customer correspondence, direct all inquiries and questions to: PrePass Service Center, 510 Parkland Drive, Sandy, UT Telephone inquiries: PREPASS ( ) Web inquiries: PrePassUpdates@PrePass.com For HELP- issued transponder returns, insure each HELP asset for $ and ship to: PrePass Transponder Returns, 510 Parkland Drive, Sandy, UT Enclose a list of transponders being returned and maintain a copy for Customer records.